Reports required to be filed by Section 13 or 15(d) of the


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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934
For the fiscal year ended Commission file number

December 31, 1994 1-6686
THE INTERPUBLIC GROUP OF COMPANIES, INC.

(Exact name of registrant as specified in its charter)
Delaware 13-1024020

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)
1271 Avenue of the Americas 10020

New York, New York (Zip Code)

(Address of principal executive offices)
(212) 399-8000

Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on

Title of each class which registered
Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all

reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months

(or for such shorter period that the registrant was required to

file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes X . No___.
Indicate by check mark if disclosure of delinquent filers

pursuant to Item 405 of Regulation S-K (Section 229.405 of this

chapter) is not contained herein, and will not be contained, to

the best of Registrant's knowledge, in definitive proxy or

information statements incorporated by reference in Part III of

this Form 10-K or any amendment to this Form 10-K. ____.
The aggregate market value of the registrant's voting stock

(exclusive of shares beneficially owned by persons referred to in

response to Item 12 hereof) was $2,418,268,527 as of March 21,

1995.
Indicate the number of shares outstanding of each of the

registrant's classes of common stock, as of the latest

practicable date.
Common Stock outstanding at March 21, 1995: 77,925,241 shares.

PAGE
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Stockholders for the year

ended December 31, 1994 are incorporated by reference in

Parts I and II.
2. Portions of the Proxy Statement for the 1995 Annual Meeting

of Stockholders are incorporated by reference in Parts I and

III.

PAGE




PART I
Item 1. Business
The Interpublic Group of Companies, Inc. was incorporated in

Delaware in September 1930 under the name of McCann-Erickson

Incorporated as the successor to the advertising agency

businesses founded in 1902 by A.W. Erickson and in 1911 by

Harrison K. McCann. It has operated under the Interpublic name

since January 1961. As used in this Annual Report, the

"Registrant" or "Interpublic" refers to The Interpublic Group of

Companies, Inc. while the "Company" refers to Interpublic and its

subsidiaries.
The advertising agency business is the primary business of

the Company. This business is carried on throughout the world

through three advertising agency systems, McCann-Erickson

Worldwide, Lintas Worldwide and The Lowe Group. The Company also

offers advertising agency services through association

arrangements with local agencies in various parts of the world.

Other activities conducted by the Company within the area of

"marketing communications" include market research, sales

promotion, product development, direct marketing, telemarketing

and other related services.
The principal functions of an advertising agency are to plan

and create advertising programs for its clients and to place

advertising in various media such as television, cable, radio,

magazines, newspapers, transit, direct response media and

outdoor. The planning function involves analysis of the market

for the particular product or service, evaluation of alternative

methods of distribution and choice of the appropriate media to

reach the desired market most efficiently. The advertising

agency then creates an advertising program, within the limits

imposed by the client's advertising budget, and places orders for

space or time with the media that have been selected.
The principal advertising agency subsidiaries of Interpublic

operating within the United States directly or through

subsidiaries and the locations of their respective corporate

headquarters are:
McCann-Erickson USA, Inc.......... New York, New York
Lintas Campbell-Ewald

Company.......................... Detroit (Warren),

Michigan
Lintas, Inc....................... New York, New York
Dailey & Associates............... Los Angeles, California
Lowe & Partners Inc............... New York, New York
Ammirati & Puris, Inc............. New York, New York

PAGE
In addition to domestic operations, the Company provides

advertising services for clients whose business is international

in scope as well as for clients whose business is restricted to a

single country or a small number of countries. It has offices in

Canada as well as in one or more cities in each of the following

countries:

EUROPE, AFRICA AND THE MIDDLE EAST
Austria Germany Namibia South Africa

Belgium Greece Netherlands Spain

Croatia Hungary Norway Sweden

Czech Republic Ireland Poland Switzerland

Denmark Italy Portugal Turkey

Finland Ivory Coast Romania United Arab Emirates

France Kenya Russia United Kingdom

Slovakia Zimbabwe

Slovenia

LATIN AMERICA AND THE CARIBBEAN
Argentina Costa Rica Honduras Peru

Barbados Dominican Republic Jamaica Puerto Rico

Bermuda Ecuador Mexico Trinidad

Brazil El Salvador Panama Uruguay

Chile Guatemala Paraguay Venezuela

Colombia


ASIA AND THE PACIFIC
Australia Japan People's Republic South Korea

Hong Kong Malaysia of China Taiwan

India Nepal Philippines Thailand

New Zealand Singapore
Operations in the foregoing countries are carried on by one

or more operating companies, at least one of which is either

wholly owned by Interpublic or a subsidiary or is a company in

which Interpublic or a subsidiary owns a 51% interest or more,

except in India and Nepal, where Interpublic or a subsidiary

holds a minority interest.
The Company also offers advertising agency services in

Aruba, the Bahamas, Bahrain, Belize, Bolivia, Cambodia, Cameroon,

Egypt, Gabon, Ghana, Grand Cayman, Guadeloupe, Guyana, Haiti,

Reunion, Indonesia, Iran, Israel, Ivory Coast, Kuwait, Lebanon,

Martinique, Mauritius, Morocco, Nicaragua, Nigeria, Oman,

Pakistan, Paraguay, Saudi Arabia, Senegal, Slovakia, Slovenia,

Sri Lanka, Surinam, Tunisia, Uganda, United Arab Emirates

(Dubai), Venezuela, VietNam and Zaire through association

arrangements with local agencies operating in those countries.

PAGE
For information concerning revenues, operating profits and

identifiable assets on a geographical basis for each of the last

three years, reference is made to Note 13: Geographic Areas of

the Notes to the Consolidated Financial Statements in the

Company's Annual Report to Stockholders for the year ended

December 31, 1994, which Note is hereby incorporated by

reference.
Developments in 1994
The Company completed several acquisitions and divestitures

within the United States and abroad in 1994.
Effective as of August 11, 1994, Ammirati & Puris Holdings,

Inc., a holding company, and its subsidiaries, Ammirati & Puris,

Inc. and Ammirati & Puris, Ltd. were acquired. Ammirati & Puris,

Inc. is an advertising agency with headquarters in New York City,

while Ammirati & Puris, Ltd. is based in Canada.
As of November 28, 1994, the Company acquired Western

International Media Corporation ("Western") and approximately

eighteen affiliated sub-chapter S corporations. Western is in

the business of media buying and placement, and is based in Los

Angeles.
Income from Commissions, Fees and Publications
The Company generates income from planning, creating and

placing advertising in various media. Historically, the

commission customary in the industry was 15% of the gross charge

("billings") for advertising space or time; more recently lower

commissions have frequently been negotiated, but often with

additional incentives for better performance. For example, an

incentive component is frequently included in arrangements with

clients based on increases in a client's sales of the products or

services being advertised. Under commission arrangements, media

bill the Company at their gross rates. The Company bills these

amounts to its clients, remits the net charges to the media and

retains the balance as its commission. Some clients, however,

prefer to compensate the Company on a fee basis, under which the

Company bills its client for the net charges billed by the media

plus an agreed-upon fee. These fees usually are calculated to

reflect the Company's salary costs and out-of-pocket expenses

incurred on the client's behalf, plus proportional overhead and a

profit mark-up.
PAGE
Normally, the Company, like other advertising agencies, is

primarily responsible for paying the media with respect to firm

contracts for advertising time or space. This is a problem only

if the client is unable to pay the Company because of insolvency

or bankruptcy. The Company makes serious efforts to reduce the

risk from a client's insolvency, including (1) carrying out

credit clearances, (2) requiring in some cases payment of media

in advance, or (3) agreeing with the media that the Company will

be solely liable to pay the media only after the client has paid

the Company for the media charges.
The Company also receives commissions from clients for

planning and supervising work done by outside contractors in the

physical preparation of finished print advertisements and the

production of television and radio commercials and infomercials.

This commission is customarily 17.65% of the outside contractor's

net charge, which is the same as 15% of the outside contractor's

total charges including commission. With the spread of

negotiated fees, the terms on which outstanding contractors'

charges are billed are subject to wide variations and even

include in some instances the elimination of commissions entirely

provided that there are adequate negotiated fees.
The Company derives income in many other ways, including the

planning and placement in media of advertising produced by

unrelated advertising agencies; the maintenance of specialized

media placement facilities; the creation and publication of

brochures, billboards, point of sale materials and direct

marketing pieces for clients; the planning and carrying out of

specialized marketing research; managing special events at which

clients' products are featured; and designing and carrying out

interactive programs for special uses.
The five clients of the Company that made the largest

contribution in 1994 to income from commissions and fees

accounted individually for 2% to 10% of such income and in the

aggregate accounted for over 31% of such income. Twenty clients

of the Company accounted for approximately 44% of such income.

Based on income from commissions and fees, the three largest

clients of the Company are General Motors Corporation, Unilever

and The Coca-Cola Company. General Motors Corporation first

became a client of one of the Company's agencies in 1916 in the

United States. Predecessors of several of the Lintas agencies

have supplied advertising services to Unilever since 1893. The

client relationship with The Coca-Cola Company began in 1942 in

Brazil and in 1955 in the United States. While the loss of the

entire business of one of the Company's three largest clients

might have a material adverse effect upon the business of the

Company, the Company believes that it is very unlikely that the

entire business of any of these clients would be lost at the same

time, because it represents several different brands or divisions

of each of these clients in a number of geographical markets - in

each case through more than one of the Company's agency systems.
PAGE
Representation of a client rarely means that the Company

handles advertising for all brands or product lines of the client

in all geographical locations. Any client may transfer its

business from an advertising agency within the Company to a

competing agency, and a client may reduce its advertising budget

at any time. The Company's advertising agencies in many

instances have written contracts with their clients.
As is customary in the industry, these contracts provide for

termination by either party on relatively short notice, usually

90 days but sometimes shorter or longer. In 1994, however, [43%]

of income from commissions and fees was derived from clients that

had been associated with one or more of the Company's agencies or

their predecessors for 20 or more years.
Personnel
As of January 1, 1995, the Company employed approximately

18,200 persons, of whom approximately 5,400 were employed in the

United States. Because of the personal service character of the

marketing communications business, the quality of personnel is of

crucial importance to continuing success. There is keen

competition for qualified employees. Interpublic considers its

employee relations to be satisfactory.
The Company has an active program for training personnel.

The program includes meetings and seminars throughout the world.

It also involves training personnel in its offices in New York

and in its larger offices worldwide.
Competition and Other Factors
The advertising agency and other marketing communications

businesses are highly competitive. The Company's agencies and

media services must compete with other agencies, both large and

small, and also with other providers of creative or media

services which are not themselves advertising agencies, in order

to maintain existing client relationships and to obtain new

clients. Competition in the advertising agency business depends

to a large extent on the client's perception of the quality of an

agency's "creative product". An agency's ability to serve

clients, particularly large international clients, on a broad

geographic basis is also an important competitive consideration.

On the other hand, because an advertising agency's principal

asset is its people, freedom of entry into the business is almost

unlimited and quite small agencies are, on occasion, able to take

all or some portion of a client's account from a much larger

competitor.
PAGE
Moreover, increasing size brings limitations to an agency's

potential for securing new business, because many clients prefer

not to be represented by an agency that represents a competitor.

Also, clients frequently wish to have different products

represented by different agencies. The fact that the Company

owns three separate worldwide agency systems and interests in

other advertising agencies gives it additional competitive

opportunities.
The advertising business is subject to government

regulation, both domestic and foreign. There has been an

increasing tendency in the United States on the part of

advertisers to resort to the courts to challenge comparative

advertising on the grounds that the advertising is false and

deceptive. Through the years, there has been a continuing

expansion of specific rules, prohibitions, media restrictions,

labeling disclosures and warning requirements with respect to the

advertising for certain products. Representatives within state

governments and the federal government as well as foreign

governments continue to initiate proposals to ban the advertising

of specific products and to impose taxes on or deny deductions

for advertising which, if successful, may have an adverse effect

on advertising expenditures.
Some countries are relaxing commercial restrictions as part

of their efforts to attract foreign investment. However, with

respect to other nations, the international operations of the

Company still remain exposed to certain risks which affect

foreign operations of all kinds, such as local legislation,

monetary devaluation, exchange control restrictions and unstable

political conditions. In addition, international advertising

agencies are from time to time exposed to the threat of forced

divestment in favor of local investors because they are

considered an integral factor in the communications process. A

provision of the present constitution in the Philippines is an

example.

Item 2. Properties
Most of the advertising operations of the Company are

carried on in leased premises, and its physical property consists

primarily of leasehold improvements, furniture, fixtures and

equipment. These facilities are located in various cities in

which the Company does business throughout the world. However,

subsidiaries of the Company own office buildings in Louisville,

Kentucky; Warren, Michigan; Frankfurt, Germany; Sao Paulo,

Brazil; Lima, Peru; and Brussels, Belgium and own office

condominiums in Buenos Aires, Argentina; Bogota, Colombia;

Manila, the Philippines; in England, subsidiaries of the Company

own office buildings in London, Manchester, Birmingham and Stoke-

on-Trent.
PAGE
The office building located in Warren, Michigan is held by

the Company subject to a mortgage which will terminate in April,

2000. The Company's ownership of the office building in

Frankfurt is subject to three mortgages which became effective on

or about February 1993. These mortgages terminate at different

dates, with the last to expire in February 2003. Reference is

made to Note 14 - Commitments and Contingent Liabilities - of the

Notes to the Consolidated Financial Statements in the Company's

Annual Report to Stockholders for the year ended December 31,

1994, which Note is hereby incorporated by reference.
Item 3. Legal Proceedings
Neither the Company nor any of its subsidiaries are subject

to any pending material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Executive Officers of the Registrant
There follows the information disclosed in accordance with

Item 401 of Regulation S-K of the Securities and Exchange

Commission (the "Commission") as required by Item 10 of Form 10-K

with respect to executive officers of the Registrant.
Name Age Office
Philip H. Geier, Jr. (1) 60 Chairman of the Board, President

and Chief Executive Officer
Eugene P. Beard (1) 59 Executive Vice President-Finance

and Operations and Chief Financial

Officer
Frank B. Lowe (1) 53 Chairman of The Lowe Group
Kenneth L. Robbins (1)(2) 59 Chairman of the Board and Chief

Executive Officer of Lintas

Worldwide
C. Kent Kroeber 56 Senior Vice President-Human

Resources
Christopher Rudge 57 Senior Vice President, General

Counsel and Secretary
Thomas J. Volpe 59 Senior Vice President-Financial

Operations
Joseph M. Studley 42 Vice President and Controller
(1) Also a Director

(2) Through July 1, 1995
PAGE
There is no family relationship among any of the executive

officers.
The employment histories for the past five years of Messrs.

Geier, Beard and Lowe are incorporated by reference to the Proxy

Statement for Interpublic's 1995 Annual Meeting of Stockholders.
Mr. Kroeber joined Interpublic in January 1966 as Manager of

Compensation and Training. He was elected a Vice President in

1970 and Senior Vice President in May 1980.

Mr. Robbins has been a director of Interpublic since 1991.

He directed the international operations of Lintas:Worldwide as

Chairman of Lintas International from 1985 and became Chairman of

the Board and Chief Executive Officer of Lintas:Worldwide on

September 1, 1991.
Mr. Rudge has been associated with Interpublic since January

1, 1973, when he joined it as an Attorney in its Law Department.

He was elected Vice President and Assistant General Counsel on

May 15, 1984 and was elected to the additional office of

Assistant Secretary on May 20, 1986. Effective January 1, 1989,

he was elected General Counsel and Secretary. On May 15, 1990,

Mr. Rudge was elected a Senior Vice President of Interpublic.
Mr. Volpe joined Interpublic on March 3, 1986. He was

appointed Senior Vice President-Financial Operations on March 18,

1986. He served as Treasurer from January 1, 1987 through May

17, 1988 and the Treasurer's office continues to report to him.

He was Vice President and Treasurer of Colgate-Palmolive Company

from February 1981 to February 1986 and Assistant Corporate

Controller prior thereto.
Mr. Studley, who has been elected as Vice President and

Controller of Interpublic effective as of April 1, 1994, had been

Senior Vice President and Chief Financial Officer of E.C.

Television, a division of Interpublic, since January 1, 1990. He

was a Vice President of Lintas New York, a division of one of

Interpublic's subsidiaries, from August 1, 1987 until December

31, 1989.
PAGE




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